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Transcript of Report Of The Joint Committee Of Finance And Roads And Transport On The Commercial Agreement Among...
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IN THE SECOND SESSION OF THE SIXTH PARLIAMENT OF THE FOURTHREPUBLIC OF GHANA
REPORT OF THE JOINT COMMITTEE OF FINANCE AND ROADS ANDTRANSPORT ON THE COMMERCIAL AGREEMENT AMONG THE
GOVERNMENT OF THE REPUBLIC OF GHANA, LONRHO PORTS GHANALIMITED AND ATUABO FREEPORT GHANA LIMITED IN RESPECT OF GHANA
OIL AND GAS FREEPORT PROJECT
1.0 INTRODUCTION
The Commercial Agreement among the Government of the Republic of Ghana,
Lonrho Ports Ghana Limited and Atuabo Freeport Ghana Limited in respect of Ghana
Oil and Gas Free Port Project was presented to Parliament on behalf of the Minister
for Finance by the Hon. Deputy Minister of Finance, Mr. George Kweku Ricketts-
Hagan on Thursday, 26th June, 2014. The Agreement was thereafter referred to the
Joint Committee of Finance and Roads and Transport for consideration and report in
accordance with Article 181(5) of the 1992 Constitution and Orders 169 and 189 of
the Standing Orders of the Parliament of Ghana.
The Committee held a number of meetings to deliberate on the Agreement. During the
consideration of the Agreement, the Committee was assisted by the Hon. Ministers for
Finance, Mr. Emmanuel Seth Terkper; Transport, Mrs. Dzifa Ativor and their
Deputies, Mr. George Kweku Ricketts-Hagan and Mrs. Joyce A.B. Mogtari. The
Committee also recognized the presence and contributions of the Hon. Deputy
Minister for Energy, Mr. Ben Dagadu and Officials of the Ministries of Finance and
Transport, Ghana Ports and Harbour Authority (GPHA), Attorney-General's
Department and Lonrho Ports Ghana Limited.
Representations from the Trade Union Congress (TUC), Maritime & Dockworkers
Union (MDU), the Board of GPHA, Ghana Oil and Gas Service Providers'
Association (GOGSP A) and the Chiefs and Elders of East Nzema Traditional Area
were also made to the Committee.
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The Committee notes with gratitude, the contributions of the sector Ministers, the
Chiefs and Elders from East Nzema Traditional Area and other personalities who
assisted in the consideration of the referral.
2.0 REFEREN CE
The following documents were used as reference materials during the deliberations:
The 1992 Constitution of Ghana,
The Standing Orders of the Parliament of Ghana; and
Ghana Ports and Harbours Authority Act, 1986 (PNDCL 160) .
3.0 BACKGROUND
The Commercial Agreement among the Government of Ghana, Lonrho Ports
Ghana Limited and Atuabo Free Ports Ghana Limited is to facilitate the
development and operation of a joint venture with the private sector and Government
of Ghana to build an Oil and Gas Free Port in the Western Region specifically, Atuabo
to meet the logistics and support requirements of Ghana's oil and gas industry and
indeed the wider Gulf of Guinea region.
Prior to Cabinet approval to accept the Commercial Agreement on 16th January, 2014,
extensive engagements between the Government of Ghana (in some cases agencies of
Government) had taken place to determine the feasibility of the project, the requisite
infrastructure and investments needed to develop the only petroleum/hydrocarbon
logistics based port.
Indeed, it is instructive to indicate that after a review of the existing infrastructure,
market demand study, an independent location analysis, site survey, local community
consultations, wave analysis, environmental and social impact assessment, master plan
and feasibility study, Lonrho confirmed to the Government of Ghana that the project is
viable.
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The Ghana Free Zones Board has also reviewed the project and declared the land
required as a Free Port under the terms of the Free Zone Act, 1995 (Act 504) and
granted a Free Zones Developer License to the Promoter. After the Commercial
Agreement was reviewed, negotiated and the terms and conditions set out, the
Government of Ghana agreed to grant the Developer, Atuabo Free Port Limited, the
right to design, engineer, finance, construct, develop, own, manage, operate and
maintain the Free Port Project.
4.0 TERMS AND CONDITIONS OF THE COMMERCIAL AGREEMENT
4.1 Ownership Rights and Control
The equity in the Project will be held through a Special Project Vehicle called Atuabo
Freeport Ghana Limited, a Ghanaian incorporated entity.
The Atuabo Free Port will be a private sector joint venture with the Government of
Ghana, referred to as "the Developer" totally funded by the private sector without
Government guarantee. The negotiated ownership and right of all parties in the Project
shall be as follows:
a) Forty five (45%) shall be wholly Ghanaian owned. This will include 35% of the
initial capital contributions being made by Ghanaian institutions such as SSNIT,
GPHA; GNPC, VRA, SIC to acquire equity in Atuabo Free Port Ltd. The
Government of Ghana shall be given a 10% stake of the initial share capital of the
developer at a per value zero premium. Further, all initial capital contributions up
to Commercial Operation Date in respect of the initial GoG shareholding shall be
carried by the other shareholders on a non-refundable basis ensuring non dilution
of the Government's interest.
b) The remaining 55% of the equity will be held by international investors and will
include Lonrho Ltd, Africa Finance Corporation and China Habour Engineering
Company (CHEC).
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c) The Chairman of the Board of Atuabo Free Port Ltd shall be nominated and
appointed by the Government of Ghana.
4.2 Commercial Agreement Tenure
The initial term shall commence on the Effective Date and shall last for a period of
twenty five (25) years, after which the parties shall enter into a new negotiations for
another 25 years tenure.
4.3 Government of Ghana Obligations and Grant of Rights
Under the Commercial Agreement, the GoG agrees among other things to:
(i) Grant the Developer the absolute and sole right and authority to undertake and
develop the Free Port Project within the Site supporting the oil and gas
industry, including, amongst other things, providing the Services within the
Free Port Complex, charging the Free Port Tariff to Freeport Users, extending
the Free Port Complex as necessary and providing certain Site Services to the
Ghanaian Authorities for the duration of the Term;
(ii) Grant the Developer the right to undertake any Additional Project ( i.e. any
additional project within the Site related to the support or development of the
hydrocarbons industry in Ghana or wider Gulf of Guinea Region) that it wishes
to develop;
(iii) Agree to procure the granting of all necessary Consents and licenses
(cooperating with the Developer in such regard through the Project Advisory
Committee) required for the Developer to be designated as, and enjoy the
rights of, a Free Zone Developer and Free Zone Enterprise as set out in the
Free Zone Act for the duration of the Term (including all existing Free Zone
incentives and investors' protections and work permits);
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4.4 Developer Obligations
Under the Commercial Agreement, the Developer agrees to, amongst other
things:
(i) Design and construct the Free Port Complex, and operate the Free Port
Complex after Commercial Operations Date for the duration of the Term;
(ii) Pay to the GaG, on a monthly basis (in arrears), a cash royalty based on; (a)
~% of the Port Dues paid by Free Port Users (b) 5% of revenue from the
Developer's published port tariff per tonne of goods and (c) 5% of revenue
from rentals of the undeveloped service area of each sub-lease granted to a
tenant at the Site;
(iii) Comply with Applicable Laws, Environmental Standards, Best Industry
Practice and the Local Content Regulations in carrying out its obligations
under the Commercial Agreement, and make applications for Consents in a
timely and appropriate manner in the Prescribed Form and with payment of the
Prescribed fee;
(iv) Provide the Ghanaian Authorities with appropriate premises within the Site for
the purpose of performing the Site Service (through Site Services Lease
, Agreements);
(v) Designate the Forward Operating Base Site for use by the Ghana Navy on a
rent free basis, and construct the Forward Operating Base facilities as set out in
the Commercial Agreement;
(vi) Establish a Community Development Trust and comply with its obligations
< under the livelihood restoration plan; and
(vii) Submit regular reports to the GoG relating to the provision of the Services
under the Commercial Agreement
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4.5 Remedy and Termination Rights
The Parties have the right to contractual remedies, termination rights and
compensation under the Commercial Agreement under certain circumstances.
These circumstances include Change in Law, Force Majeure and Party default
which are outlined below:
EventMaterial /General Changein Law
RemedyDeveloper has rights toterminate under clause 17.1GoG takes a transfer of theassets under clause 21.2.2.
Termination CompensationIf termination is :1. Pre-FID: No Compensation
payable2, After FlD but within Initial
Term:(i) 100% of Present Value
("PV") x 5 years; plus(ii) Financial Obligations (i.e.
outstanding financingdebt) (no compensationfor Extended Term)
3. After expiry ofInitial Term:(i) 100% ofPV x 5 years (or
unexpired ExtendedTerm, if less than 5years); plus
(ii) Financial Obligations(clause 22.1.6)
Natural ForceMajeure (FM)Event
1, Developer has rightsto remedy damage forRestorable Loss underclause 18.92, and
2, Developer has theright to terminate fortotal Loss underclause 18.9.3.
3. GoG takes a transferof the assets underclause 21.2.2,
No Compensation payable toDeveloper (clause 22.1.1), TheDeveloper may look to insurancepolicies to cover losses for theNatural Force Majeure Events,
Other ForceMajeure Eventse.g. Revolution,Riot, Bombs,Religious orCivil strife
GoG obligedCompensationRestorable Lossclause 18, I0.2.Developer has the right toterminate for total Lossunder clause 18.10.2.GoG takes a transfer of theassets under clause 21.22.
tofor
, under
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If termination is :1. Pre-FID: No Compensation
payableAfter FID but within InitialTerm: greater of
(i) 100% of Present Value("PV") x 10 years; plus
(ii) Financial Obligations ( nocompensation for ExtendedTerm)
2. After expiry of Initial Term:
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5.0 STAKEHOLDER CONSULTATION
As part of the Committee's work, the following identifiable groups who have
interest in the project were met.
I. The Trade Union Congress;
11. The Maritime and Dockworkers Union;
111. Chiefs and Elders of East and West Nzema Traditional Area;
IV.. Management and Board Members of Ghana Ports and Habours
Authority; and
v. Ghana Oil and Gas Service Providers Association
5.1 Trade Union Congress (TUC) and Maritime and Dock Workers Union(MWU)
Both the TUC and MWU were of the view that the proposed development of a
Freeport for Oil and Gas at Atuabo violates the provisions of the Ghana Ports
and Harbours Act, 1986 (PNDCL 160). Per their argument, Clause 5 (1) of the
Law, grants the exclusive right to build, construct, manage, control and
maintain ports in Ghana to GPHA in order to protect Ghana's national security
and sovereignty. They cited high rate of stowaways and some illicit activities
that were recorded at a private Container Terminal in one of our Ports due to
unwillingness of the private developer to invest in security to stem the tide.
The Union was not in favour of the exclusivity clause in the Commercial
Agreement because they fear it might not make Takoradi Port competitive in
the oil and Gas industry.
The Union entreated Government to rather charge GPHA to raise the needed
funding to develop the proposed Atuabo Port as second oil and gas terminal to
maximize Government revenue and forestall national pride and security.
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5.2 Chiefs and Elders of East and West Nzema Traditional Area
The Chiefs and Elders expressed their support for the Project. They informed
the Committee that, they have been consulted and involved at the various
stages of the Project and were of the firm conviction that its implementation
will be beneficial to the people of the area in particular and the nation as a
whole. They were however, emphatic that they do not have preference for any
particular company or group to develop the facility. They however, appealed to
the Committee to urgently approve the Agreement to enable the project
commence as early as practicable.
5.3 Board Members of Ghana Ports and Harbours Authority (GPHA)
The GPHA Board was represented by the Board Chairman, the Director-
General and the Board Secretary. They declined to comment on the
Commercial Agreement in oder not to contradict their official position
presented to the Ministry of Transport, and believed the Ministry of Transport
communicated its concerns to the inter-ministerial Committee which worked
on the Project which resulted in the Agreement being laid in Parliament for
approval.
5.4 Ghana Oil and Gas Service Providers Association (GOGSPA)
The GOGSP A submitted a plea in support of the Project to the Committee.
The plea among others indicates large expanse of space/land is a requisite for
an efficient Oil and Gas Port to support on-site fabrication and movement of
heavy machinery/equipment, bunkering,' storage of chemicals, equipment and
fresh water. According to GOGSP A, the existing space at the Takoradi Port do
not support efficient service delivery as most of the fabrication of heavy
machinery/equipment has to be done outside and transported to the Port. The
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heavy traffic congestion within the Takoradi Metropolis therefore increases
cost of service delivery and efficiency.
The group stated that the establishment of a dedicated Port for Oil and Gas will
guarantee the use of Ghana's built capacity in the oil and gas industry after the
oil reserves are depleted. Further, the port will act as a catalyst for the
establishment of a petrochemical industry in Ghana which will eventually
service the industry in the sub region and thereby increase business
opportunities for local operators in the enclave.
GOGSP A also indicated that the completion of the project will ensure massive
transfer of skills that will reinforce the enriched human capital of the country.
6.0 OBSERVATIONS
6.1 Lonrho Ports Limited
Providing the background information on the Company, the Minister indicated
that Lonrho Ports Limited is a 100% subsidiary of Lonrho PIc, of London.
Lonrho PIc is a public Limited Company incorporated in London in 1909 with
its headquarters at Cheapside House, 138 Cheapside London EC2V 6BL.
'According to the Minister, Lonrho began operating in Africa in 1909 as the
London and Rhodesian Mining Company and at its peak in 1989; Lonrho's
profits were 272 million, up from a mere 158,000 in 1961. By 1995,
Lonrho's African non-mining businesses had expanded into 15 sub-Saharan
African countries, with approximately 90 operating companies involved in a
wide range of business activities. The Minister added that in the year 2000,
Lonrho Africa began to focus its investments and to follow a strategy of
. disposing off some assets in Africa in order to payoff its debt and return value
to shareholders. The Company's remaining assets comprised a 59%
shareholding in Hotel Cardoso in Mozambique, an industrial property in South
.Africa and cash resources of approximately 20 million.
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?It was further stated that Lonrho continues to invest in over 17 countries across
Africa in 3 core business sectors: Food Supply Chain Management, Market
Expansion Services and Infrastructure, and 2 non-core business sectors, Hotels
and Information Technology. These important industries provide some of the
building blocks and foundations required for successful economic growth.
Lonrho has built tangible operational businesses that promote job creation,
assist poverty reduction, and are an integral part of African economic
development and currently Lonrho has major subsidiaries in many countries
including France, Spain, Italy Sweden, Brazil, New Zealand, Singapore,
Australia, China, Kenya, South Africa, Zambia and Malawi.
6.2 The Project
The Committee was informed that the Atuabo Freeport Project is a private
sector initiative which aims at creating a specialised port dedicated to
providing support to the supply chain in the oil and gas services sector. The
project will thus, provide a support base for oil and gas services to maximize
the benefit of the country's oil resources for accelerated economic growth. The
Minister also indicated that the project will provide regional opportunity for
companies wishing to provide a platform for service companies in the oil and
gas sector to service regional oils industry in Guinea, Nigeria, Cameron and
Cote d'Ivoire amongst others.
He further stated that the Freeport will provide a logistic supply base, offshore
fabrication yard, shipyard facilities to provide a base in which to undertake Rig
and Ship repairs and to provide life support services for employees and tenants
of the port. The Minister explained that the provision of facilities to support
rig and ship repairs in Ghana are uniquely located to accommodate the sudden
growth in deepwater exploration across the West African coastline with an
expected increase in about 300 offshore supply vessels over the next 5 years.
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6.3 Factors influencing the selection of the project location
Touching on the factors that influenced the selection of the project location, the
Minister stated that the project is to be located at Atuabo due to Atuabo's
strategic location and cost competitiveness. The Minister added that Atuabo
was considered an ideal location for servicing the offshore oil and gas activities
due to its proximity to the Jubilee Oil Fields. According to the Minister,
Atuabo is approximately three hours sailing time to the jubilee fields as
compared to Takoradi which is about eight hours. It was further explained that
the proximity to the fields will promote efficiency and reduce the cost of
operation. Secondly the feasibility studies showed that due to limited space and
other associated cost, the project would cost US$350 million more when it is
located at Takoradi as compared to Atuabo.
6.4 Ownership structure
In a response to concerns expressed by Honourable Members regarding local
participation in the project, the Minister of Finance informed the Committee
that Atuabo Free Port Ghana Limited is a limited liability company registered
in Ghana. The company is jointly owned by Lonrho Ports Ghana Limited
which has 35% interest, the Government of Ghana has 10% carried interest
with another 35% interest reserved for Ghanaian institutional investors such as
SSNIT, SIC, VRA, GPHA, GNPC to be purchased on commercial terms,
.Africa Finance Corporation CAFC) 15% and 5% by China Habour Engineering
Company (CHEC). The Minister further indicated that, preliminary discussions
with the Chief Executive Officers of the proposed Ghanaian institutions gives
strong indication that they are in position to raise the required capital to acquire
the 35% share in the Company. The Minister emphasised that by this
arrangement, Ghana becomes the largest shareholder with a total holding of
45% (10% carried interest and 35% institutional paying interest). This
arrangement, the Minister stressed, is aimed at ensuring that the country
participates fully in the activities at the Port to derive maximum benefit to the
citizenry.
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6.5 Financial Impact
The Committee observed from the terms of the agreement that the Government
of Ghana is not required to provide funding for this project or provide
guarantee. The Minister of Finance explained that the Government does not
intend to add the cost of the project to the national debt. The intention of
Government, the Minister stressed is to implement the entire project as a
private sector initiative without any financial commitment or guarantee from
the Government. The Committee was informed that the capital cost for the
development is approximately US$600 million, which will be funded under a
non-recourse project finance model with a debt and equity ratio of about 70:30.
Letters of support had already been received which demonstrate that private
sector finance is available for the Project.
6.6 Benefits of the Project
Highlighting the benefits of the project, the Minister of Finance stated that the
development of the Free Port at Atuabo will also considerably reduce logistics
costs to other oil and gas developments in the Western Region. The Minister
indicated that besides, 45% interest to be owned by Ghanaian institutions and
GoG the Country will further benefit from taxes and surface rent to be paid by
companies that will operate from the free zone enclave at the Port.
6.7 Local Content and Local Participation
The Committee was informed that the Government has taken the needed steps
to ensure greater local participation in the development and implementation of
the Project. As part of these measures, the Project has been subjected to the
Local Content and Local Participation Regulations for the Petroleum Sector.
To further promote direct local participation throughout the tenure of the
project, 35% of the project equity has been made available to Ghanaian
institutions and 10% equity has been allocated to the Government of Ghana as
free carried interest, giving Ghana a 45% interest in the equity of the
development.
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Further, the facility, when completed, will provide the necessary infrastructure
for the oil and gas industry required to enable the sector undertake more value
added activities such as fabrication of larger and heavier subsea elements in
Ghana. This, according to the Minister has a multiplier effect on the delivery of
local content in the Petroleum Sector in the short term and also allows
Ghanaian companies to export their products and services to the wider regional
market.
6.8 Community Participation
The Committee learnt that to mitigate the impact of the project on the
livelihood of the local communities, the developer, in consultation with the
Community, have agreed on a number of initiatives which will provide
alternative livelihood to the affected community by way of revenues and skills
development. Such mitigating measures to be adopted include:
a. leasing of the land by the Developer from the Community;
b. Agreement to set up a Development Assistance Trust into which an
amount will be paid annually based on the financial success of the
development. The Trust will be managed transparently by Trustees
who will come from the community and Civil Society Organizations.
The objective of Development Assistance Trust is to support the social
infrastructure and development needs of the area; and
c. livelihood restoration plan to ensure programmes are developed to
ensure the community can share the economic benefits of the project
being developed.
6.9 Financial Capability of Applicants
The Committee was informed that Lonrho have received sufficient expressions
of interest from various financial institutions including Development Financial
Institutions, Export Credit Agencies, and Commercial Banks. The banks
include African Development Bank, Standard Bank, Standard Chartered Bank,
DBSA amongst others. The Minister added that Letters of Interest from
leading financial institutions show that the funds can be raised from private
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sector to finance the construction and operations of the port. It was however,
stressed that the financial closure was dependent on the conclusion of
regulatory approvals.
6.10 Exclusive Right
The Committee observed that section 3.3 of the Commercial Agreement grants
the developer the absolute and sole right to undertake a free port project within
the Western Region for petroleum activities. The Committee was informed
th.at the sole right granted to the developer is only in respect of Oil and Gas
Free Port for the duration of the initial debt tenure which has been limited to 10
years from the commercial operation date. This duration, the Committee noted
is much shorter than the duration for typical capital intensive infrastructure
projects of similar nature.
The Committee therefore calls on GoG to ensure that the commercial operation
date is attained as soon as practicable since the period of exclusivity and
payment of royalty to GoG will commence from that date.
6.11 Exclusivity and GPHA's ability to expand the operations of Takoradi Port
The Committee noted that though clause 7.1.2 prohibits GoG from granting
any concession agreement or other agreement similar to the Freeport
Agreement, without express consent of the Developer, GPHA is being allowed
to in addition to the Existing Berth, construct an additional oil supply vessel
Berth. Explaining this provision, the Minister of Finance indicated that the
exclusivity does not prevent GPHA from carrying out expansion works at the
Takoradi Port for the purpose of carrying out its core mandate or operations.
According to the Minister, GPHA can undertake any expansion works and
increase its operations. Further, in addition to the current expansion works,
GPHA is being allowed to construct additional oil Berth at the port. The
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Minister opined that what the exclusivity right seeks to do, is to protect the
investment being made at Atuabo. In the view of the Minister, this is fair and
normal business requirement from the debt financiers to guarantee the ability
of the project to pay back its debt on time and no investor would be willing to
invest in such a project, when it is realised that the investment would not be
protected.
Some Members of the Committee were however, of the view that in view of
the ongoing investment being made by GPHA in Takoradi Port, GPHA should
not be restricted to the development of an additional oil berth to the existing
one and some other Members were also of the view that an additional berth
dedicated solely for oil and gas services will be economically sufficient for
Takoradi Port during the period of the exclusivity
7.0 RECOMMENDATIONS
The Committee after a careful scrutiny of the Agreement proposed the
following amendments:
1. Paragraph (C) of the Recital line 1, delete "Developer" and insert
"Holdco"
11. Section 12.4 should be reviewed by substituting "may" for "shall" in
line 1 after "GoG" to give government discretion on what type of co-
operation it extends to the operator in respect of arranging financing for
the project.
8.0 CONCLUSIONThe Committee upon a thorough examination of the Agreement is of the view
that, since the oil and gas industry is expected to be the major driver of
Ghana's economy, it is important to create the right infrastructure to accelerate
the growth of the sector. The Atuabo Oil and Gas Freeport project is well
positioned to deliver the needed infrastructure to propel the growth of the
sector to ensure that the country maximizes the benefits of the offshore oil and
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gas deposits. Also, the Government is not expected to make any direct payment
towards the project neither does the cost of the project adds to the national debt
stock and the fact that Ghana and Ghanaian institutions have the largest
shareholding in the project. The Committee is satisfied subject to the proposed
amendments that the Agreement delivers value for money and is in the best
interest of the Country as it will help create jobs and transform the economy of
the region and the country as a whole.
The Committee therefore by majority decision recommends to the House to
adopt its report and ratify The Commercial Agreement between the
Government of the Republic of Ghana, Lonrho Ports Ghana Limited and
Atuabo Free Ports Ghana Limited in respect of the Ghana Oil and Gas
Freeport Project in accordance with Article 181(5) of the 1992 Constitution.
Respectfully submitted.
HON~ J~MES K. A EDZI(CHAIRMAN, FINANCE COMMITTEE)
HON. MICHEAL COFFIE BOAMPONG(CHAIRMAN, ROADS & TRANSPORT)
r:L~~~~ 0
ROSEMAD-Y-rt'lM'"t:lrYmrd. RKODIE (MRS)(CLERK, FINANCE 0 MITTEE)
i?t -c.c::MATH~~ BREFA TAWIAH (MR)(CLERK, ROADS & TRANSPORT)
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